Liquidating a Swiss GmbH (LLC) or AG (Corporation) involves a structured legal process to ensure compliance with Swiss regulations. Here’s an updated and streamlined guide for 2025:
1. Initiation
Shareholder Resolution
- Pass a notarized resolution to dissolve the company during a general meeting.
- Register the decision with the Swiss Commercial Register.
Appoint a Liquidator
- Designate a liquidator to oversee the process, registered with the Commercial Register.
Notify Authorities
- Inform tax offices and social security institutions, ensuring all obligations are current.
2. Liquidation Process
Asset Realization and Debt Settlement
- Sell company assets and settle liabilities.
- Notify creditors via the Swiss Official Gazette of Commerce (SOGC).
Employee Matters
- Terminate contracts per Swiss labor laws and settle outstanding payments.
Tax Clearance
- File final tax returns and obtain a tax clearance certificate from the Swiss Federal Tax Administration.
3. Asset Distribution
- Distribute remaining assets to shareholders in compliance with company statutes and Swiss law.
4. Final Steps
Final Audit
- Conduct an audit to confirm solvency and compliance.
Deregistration
- Submit a deregistration application with supporting documents, including the liquidator’s report and tax clearance.
- Once approved, a dissolution notice will be published in the SOGC.
Key Updates for 2025
Debt Collection and Bankruptcy Act
- Amendments now prioritize the recovery of public debts, expediting liquidation for non-compliant businesses.
Corporate Law Compliance
- Ensure Articles of Association reflect the new corporate law effective December 31, 2024.
